**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C.  20549**

**FORM 10-KSB/A****(Amendment No. 1)**

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended:  **June 30, 2005**

Commission File No.**0-11582**

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**AUTO UNDERWRITERS OF AMERICA, INC.**(Exact Name of Registrant as Specified in its Charter)

| **California**(State or Other Jurisdiction of Incorporation or Organization) |        | **94-2915849**(I.R.S. Employer Identification Number) |
|------------------------------------------------------------------------------|--------------------------------------|-------------------------------------------------------|

**2755 Campus Drive, Suite 155****San Mateo, CA 94403**(Address of Principal Executive Offices, Including Zip Code)

Registrants Telephone Number, Including Area Code:   **(650****) ****377-4381**

Securities Registered Pursuant to Section 12(b) of the Act:   **None**

Securities Registered Pursuant to Section 12(g) of the Act:   **Common Stock, no par value**

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrantwas required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes           No    X  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes           No    X  

Registrant’s revenues for its most recent fiscal year: $15,221,158.

As of October 3, 2005, the aggregate market value of the common stock held by non-affiliates (all persons other than executive officers, directors and holder’s of 5% or more of the Registrant’scommon stock) of the Registrant (1,937,117 shares) was $0.  As of October 3, 2005 there were 6,020,053 shares of the Registrant’s common stock outstanding.

| **Documents Incorporated By Reference: None** |
|-----------------------------------------------|

This Form 10-KSB/A consists of 4pages.                                                    TheExhibit Index begins on page 3.

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| **EXPLANATORY NOTE** |
|----------------------|

                This Amendment No. 1 on Form 10-KSB/A (this “Amendment”) amends certain portions of the Annual Report on Form 10-KSB ofAuto Underwriters of America, Inc. for the fiscal year ended June 30, 2005 as filed with the Securities and Exchange Commission on October 12, 2005 (the “Original Filing”).  We have amended Item 8a to include management’s conclusionregarding the effectiveness of our disclosure controls and procedures as required by Item 307 of Regulation S-B, and have included as exhibits updated certifications from our principal executive and financial officer.

                This Amendment contains only the sections and exhibits to the original filing which are being amended and restated, and thoseunaffected parts or exhibits are not included herein.  This Amendment continues to speak as of the date of the Original Filing and we have not updated the disclosure contained herein to reflect events that have occurred since the filing of the OriginalFiling.  Accordingly, this Amendment should be read in conjunction with our other filings, if any, made with the United States Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings, ifany.

**Item 8a.  Controls and Procedures**

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                We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods, and that such information is accumulated and communicated to our management, including our principalexecutive officer and principal financial officer, as appropriate, to allow for timely decisions regarding disclosure.

                As required by Rule 13a-15(b) under the Exchange Act, we conducted an evaluation of the effectiveness of our disclosure controls andprocedures as of June 30, 2005.  Based upon that evaluation and the material weakness described below, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this annual report on Form 10-KSB, ourdisclosure controls and procedures were not adequate to enable us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period.  We identified a deficiency that existed in the design oroperation of our internal control over financial reporting that we consider to be “material weakness.”  The Public Company Accounting Oversight Board has defined a material weakness as a “significant deficiency or combination of significantdeficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.”

                The deficiency in our internal control related to valuation of shares issued for services and interest expense.  The related auditadjustment has been appropriately recorded in our Form 10-KSB.  We are in the process of improving our internal control over financial reporting in an effort to remediate this deficiency through improved supervision and training of our accounting staff. This deficiency has been disclosed to our Board of Directors. Additional effort is needed to fully remedy these deficiencies and we are continuing our efforts to improve and strengthen our control processes and procedures.

                Except as otherwise noted above, there has been no change in our internal control over financial reporting during the fourth quarterended June 30, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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**Item 13.  Exhibits**

Note:  Item 13 in the Original Filing is unchanged except for the filing of updated certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.
| (a)                                                     | Exhibits:                                      |                                                                 |
|--------------------------------------------------------------------------------------------|------------------------------------------------|-----------------------------------------------------------------------------------------------|
|                 |                                                |                                                                                               |
|                 | 31.1        | Principal Executive Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
|                 | 31.2        | Principal Financial Officer Certification under Section 302 of the Sarbanes-Oxley Act of 2002 |
|                 | 32.1        | Principal Executive Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |
|                 | 32.2        | Principal Financial Officer Certification under Section 906 of the Sarbanes-Oxley Act of 2002 |

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| **SIGNATURES** |
|----------------|

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                In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.

|                                                                                                                                                                    | **AUTO UNDERWRITERS OF AMERICA, INC.**                                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|
|                                                                                                                                                |                                                                         |
| Date:  March 15, 2006                      | By: /s/ DEAN ANTONIS                                                                   |
|                                                                                                                                                                    |      Dean Antonis                                                  |
|                                                                                                                                                                    |       President, Treasurer and Director                       |
|                                                                                                                                                                    |       (Principal Executive, Financial and Accounting Officer) |

                In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in thecapacities and on the dates indicated.

| **Signature**                                                                                                                                                                                                                                                                                                                                                                                    | **Title**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **Date**                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |
| /s/ DEAN ANTONIS                                                                                                                                                                                                                                                                                                                                                                                 | President, Treasurer and Director (Principal                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | March 15, 2006                  |
| Dean Antonis                                                                                                                                                                                                                                                                                                                                                                                     | Executive, Financial and Accounting Officer)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                      |
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                      |
| /s/ WILLIAM KELLAGHER                                                                                                                                                                                                                                                                                                                                                                            | Executive Vice President and Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | March 15, 2006                  |
| William Kellagher                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |
|                                                                  |                                                                                         |        |
| /s/ DIVINA VIRAY                                                                                                                                                                                                                                                                                                                                                                                 | Secretary and Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | March 15, 2006                  |
| Divina Viray                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |
|                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                      |
| /s/ ROBERT VAUGHAN                                                                                                                                                                                                                                                                                                                                                                               | Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | March 15, 2006                  |
| Robert Vaughan                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |        |

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